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Results of general and scheme meetings
ARROWHEAD PROPERTIES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2011/000308/06)
JSE share code: AWA ISIN: ZAE000158101
JSE share code: AWB ISIN: ZAE000158119
(Approved as a REIT by the JSE)
(“Arrowhead” or “the company”)
RESULTS OF COMBINED LINKED UNITHOLDERS’ GENERAL MEETING, “A” LINKED UNITHOLDERS’ SCHEME
MEETING, “B” LINKED UNITHOLDERS’ SCHEME MEETING, COMBINED SHAREHOLDERS’ GENERAL
MEETING, “A” SHAREHOLDERS’ SCHEME MEETING AND “B” SHAREHOLDERS’ SCHEME MEETING
Linked unitholders are referred to the announcement released on SENS on 30 April 2015 wherein linked unitholders were advised that
Arrowhead had posted a circular, together with notices convening general and scheme meetings, to linked unitholders relating to:
- the conversion of the company’s current “A” linked capital structure to an “A” ordinary share structure by way of a
substitutive share-for-share transaction as contemplated in section 43 of the Income Tax Act 58 of 1962 (the “Income Tax
Act”), in terms of which Arrowhead will substitute or exchange 100% of the issued “A” linked units (being 421 607 408 “A”
linked units) for an equivalent number of issued “A” ordinary shares, to be effected by way of a scheme of arrangement in
terms of section 114 of the Companies Act, 71 of 2008 (the “Companies Act”) (the “”A” linked unit scheme”);
- the conversion of the company’s current “B” linked capital structure to a “B” ordinary share structure by way of a substitutive
share-for-share transaction as contemplated in section 43 of the Income Tax Act, in terms of which Arrowhead will substitute
or exchange 100% of the issued “B” linked units (being 421 607 408 “B” linked units) for an equivalent number of issued “B”
ordinary shares, to be effected by way of a scheme of arrangement in terms of section 114 of the Companies Act (the “”B”
linked unit scheme”);
- the cancellation of all authorised but unissued ordinary shares of the company (the “ordinary share cancellation”); and
- the creation of two new classes of shares, being “A” and “B” ordinary shares, and the adoption of a new Memorandum of
Incorporation (the “new MoI”),
(collectively the “transactions”).
Linked unitholders are advised that:
- at the combined linked unitholders’ general meeting held on Friday, 29 May 2015, all resolutions required to be passed by
Arrowhead linked unitholders in order to approve the transactions were passed by the requisite majority of linked unitholders;
- at the “A” linked unitholders’ scheme meeting held on Friday, 29 May 2015, all resolutions required to be passed by
Arrowhead “A” linked unitholders in order to approve the transactions were passed by the requisite majority of “A” linked
unitholders;
- at the “B” linked unitholders’ scheme meeting held on Friday, 29 May 2015, all resolutions required to be passed by
Arrowhead “B” linked unitholders in order to approve the transactions were passed by the requisite majority of “B” linked
unitholders;
- at the combined shareholders’ general meeting held on Friday, 29 May 2015, all resolutions required to be passed by
Arrowhead shareholders in order to approve the transactions were passed by the requisite majority of shareholders;
- at the “A” shareholders’ scheme meeting held on Friday, 29 May 2015, all resolutions required to be passed by those
Arrowhead shareholders holding ordinary shares linked to “A” debentures in order to approve the transactions were passed by
the requisite majority of shareholders; and
- at the “B” shareholders’ scheme meeting held on Friday, 29 May 2015, all resolutions required to be passed by those
Arrowhead shareholders holding ordinary shares linked to “B” debentures in order to approve the transactions were passed by
the requisite majority of shareholders.
Details of the results of voting at the combined linked unitholders’ general meeting are as follows:
- total number of Arrowhead linked units that could have been voted at the combined linked unitholders’ general meeting:
843 214 816; and
- total number of Arrowhead linked units that were present/represented at the combined linked unitholders’ general meeting:
493 498 302 (being 58.53% of the total number of linked units that could have been voted at the meeting).
Combined linked unitholder special resolution number 1: Approval of the “A” linked unit scheme
Linked units voted* For Against Abstentions^
493 478 113 493 478 113, being 100% - 20 189, being 0.0024%
Combined linked unitholder special resolution number 2: Approval of the “B” linked unit scheme
Linked units voted* For Against Abstentions^
493 478 113 493 478 113, being 100% - 20 189, being 0.0024%
Combined linked unitholder special resolution number 3: Increase of authorised share capital
Linked units voted* For Against Abstentions^
493 478 113 493 478 113, being 100% - 20 189, being 0.0024%
Combined linked unitholder special resolution number 4: Ordinary share cancellation
Linked units voted* For Against Abstentions^
493 478 113 493 478 113, being 100% - 20 189, being 0.0024%
Combined linked unitholder special resolution number 5: Termination of Debenture Trust Deed
Linked units voted* For Against Abstentions^
493 478 113 493 478 113, being 100% - 20 189, being 0.0024%
Combined linked unitholder special resolution number 6: Adoption of the new MoI
Linked units voted* For Against Abstentions^
493 478 113 493 478 113, being 100% - 20 189, being 0.0024%
Combined linked unitholder ordinary resolution number 1: General authority
Linked units voted* For Against Abstentions^
493 478 113 493 478 113, being 100% - 20 189, being 0.0024%
* linked units excluding abstentions
^ in relation to total number of linked units in issue
Details of the results of voting at the “A” linked unitholders’ scheme meeting are as follows:
- total number of Arrowhead “A” linked units that could have been voted at the “A” linked unitholders’ scheme meeting:
421 607 408; and
- total number of Arrowhead “A” linked units that were present/represented at the “A” linked unitholders’ scheme meeting:
224 122 519 (being 53.16% of the total number of “A” linked units that could have been voted at the meeting).
“A” linked unitholder special resolution number 1: Approval of the “A” linked unit scheme
“A” linked units voted* For Against Abstentions^
224 103 800 224 103 800, being 100% - 18 719, being 0.0044%
“A” linked unitholder special resolution number 2: Increase of authorised share capital
“A” linked units voted* For Against Abstentions^
224 103 800 224 103 800, being 100% - 18 719, being 0.0044%
“A” linked unitholder special resolution number 3: Ordinary share cancellation
“A” linked units voted* For Against Abstentions^
224 103 800 224 103 800, being 100% - 18 719, being 0.0044%
“A” linked unitholder special resolution number 4: Termination of Debenture Trust Deed
“A” linked units voted* For Against Abstentions^
224 103 800 224 103 800, being 100% - 18 719, being 0.0044%
“A” linked unitholder special resolution number 5: Adoption of the new MoI
“A” linked units voted* For Against Abstentions^
224 103 800 224 103 800, being 100% - 18 719, being 0.0044%
“A” linked unitholder ordinary resolution number 1: General authority
“A” linked units voted* For Against Abstentions^
224 103 800 224 103 800, being 100% - 18 719, being 0.0044%
* “A” linked units excluding abstentions
^ in relation to total number of “A” linked units in issue
Details of the results of voting at the “B” linked unitholders’ scheme meeting are as follows:
- total number of Arrowhead “B” linked units that could have been voted at the “B” linked unitholders’ scheme meeting:
421 607 408; and
- total number of Arrowhead “B” linked units that were present/represented at the “B” linked unitholders’ scheme meeting:
272 875 960 (being 64.72% of the total number of “B” linked units that could have been voted at the meeting).
“B” linked unitholder special resolution number 1: Approval of the “B” linked unit scheme
“B” linked units voted* For Against Abstentions^
272 872 399 272 872 399, being 100% - 3 561, being 0.0008%
“B” linked unitholder special resolution number 2: Increase of authorised share capital
“B” linked units voted* For Against Abstentions^
272 872 399 272 872 399, being 100% - 3 561, being 0.0008%
“B” linked unitholder special resolution number 3: Ordinary share cancellation
“B” linked units voted* For Against Abstentions^
272 872 399 272 872 399, being 100% - 3 561, being 0.0008%
“B” linked unitholder special resolution number 4: Termination of Debenture Trust Deed
“B” linked units voted* For Against Abstentions^
272 872 399 272 872 399, being 100% - 3 561, being 0.0008%
“B” linked unitholder special resolution number 5: Adoption of the new MoI
“B” linked units voted* For Against Abstentions^
272 872 399 272 872 399, being 100% - 3 561, being 0.0008%
“B” linked unitholder ordinary resolution number 1: General authority
“B” linked units voted* For Against Abstentions^
272 872 399 272 872 399, being 100% - 3 561, being 0.0008%
* “B” linked units excluding abstentions
^ in relation to total number of “B” linked units in issue
Details of the results of voting at the combined shareholders’ general meeting are as follows:
- total number of Arrowhead shares that could have been voted at the combined shareholders’ general meeting: 843 214 816;
and
- total number of Arrowhead shares that were present/represented at the combined shareholders’ general meeting: 519 670 493
(being 61.63% of the total number of shares that could have been voted at the meeting).
Combined shareholder special resolution number 1: Approval of the “A” linked unit scheme
Shares voted* For Against Abstentions^
519 669 023 519 669 023, being 100% - 1 470, being 0.0002%
Combined shareholder special resolution number 2: Approval of the “B” linked unit scheme
Shares voted* For Against Abstentions^
519 669 023 519 669 023, being 100% - 1 470, being 0.0002%
Combined shareholder special resolution number 3: Increase of authorised share capital
Shares voted* For Against Abstentions^
519 669 023 519 669 023, being 100% - 1 470, being 0.0002%
Combined shareholder special resolution number 4: Ordinary share cancellation
Shares voted* For Against Abstentions^
519 669 023 519 669 023, being 100% - 1 470, being 0.0002%
Combined shareholder special resolution number 5: Adoption of the new MoI
Shares voted* For Against Abstentions^
519 669 023 519 669 023, being 100% - 1 470, being 0.0002%
Combined shareholder ordinary resolution number 1: General authority
Shares voted* For Against Abstentions^
519 669 023 519 669 023, being 100% - 1 470, being 0.0002%
* shares excluding abstentions
^ in relation to total number of shares in issue
Details of the results of voting at the “A” shareholders’ scheme meeting are as follows:
- total number of Arrowhead shares that could have been voted at the “A” shareholders’ scheme meeting: 421 607 408; and
- total number of Arrowhead shares that were present/represented at the “A” shareholders’ scheme meeting: 261 666 093 (being
62.06% of the total number of shares that could have been voted at the meeting).
“A” shareholder special resolution number 1: Approval of the “A” linked unit scheme
Shares voted* For Against Abstentions^
261 645 721 261 645 721, being 100% - 20 372, being 0.0048%
“A” shareholder ordinary resolution number 1: General authority
Shares voted* For Against Abstentions^
261 645 721 261 645 721, being 100% - 20 372, being 0.0048%
* shares linked to “A” debentures as an “A” linked unit, excluding abstentions
^ in relation to total number of shares linked to “A” debentures as an “A” linked unit in issue
Details of the results of voting at the “B” shareholders’ scheme meeting are as follows:
- total number of Arrowhead shares that could have been voted at the “B” shareholders’ scheme meeting: 421 607 408; and
- total number of Arrowhead shares that were present/represented at the “B” shareholders’ scheme meeting: 271 719 706 (being
64.45% of the total number of shares that could have been voted at the meeting).
“B” shareholder special resolution number 1: Approval of the “B” linked unit scheme
Shares voted* For Against Abstentions^
271 718 236 271 718 236, being 100% - 1 470, being 0.0003%
“B” shareholder ordinary resolution number 1: General authority
Shares voted* For Against Abstentions^
271 718 236 271 718 236, being 100% - 1 470, being 0.0003%
* shares linked to “B” debentures as a “B” linked unit, excluding abstentions
^ in relation to total number of shares linked to “B” debentures as a “B” linked unit in issue
The transactions remain subject to, inter alia:
- in respect of each of the “A” and “B” linked unit schemes, the issue of a compliance certificate by the Takeover Regulation
Panel in terms of section 121 of the Companies Act; and
- confirmation by the Companies and Intellectual Properties Commission that it has accepted and placed on file all relevant
documents to give effect to the transactions, including the ordinary share cancellation and the adoption of the new MoI.
5
A further announcement or announcements will be released regarding the fulfilment and/or waiver of the outstanding conditions
precedent to the transactions at the appropriate time/s.
29 May 2015
Corporate advisor and sponsor
Java Capital
Independent expert
Mazars Corporate Finance
Legal advisor
Cliffe Dekker Hofmeyr
Date: 29/05/2015 05:13:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
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